Banking and Corporate Lending


We have for many years advised credit institutions on the drafting and structuring of facility letters, on the execution of facility letters, the drafting and structuring of mortgages, charges, assignments (as appropriate) over commercial property, shares, equipment, insurance policies, contracts, intellectual property rights and the proper execution and registration of such security in the appropriate registries such as the companies registration office, the property registration authority, the patents office, the central office and any other necessary registries. We also report to the clients on the security implemented and the enforcement of such security both within Ireland and on a cross border basis.

We also act for lenders in drafting heads of terms related to syndicated lending. We draft syndicated loan agreements in accordance with Loan Market Association requirements, and advise lenders and borrowers of their rights, obligations and risks in entering into such loan agreements. We advise on the regulatory requirements related to the requesting of and taking of guarantees including in particular the requirements of the 2016 SME Regulations.

We also act for lenders and borrowers in the context of trade and commodities finance, including we draft and advise on letters of credit facility letters both revolving and non-revolving, we draft and advise on all forms of guarantees and bonds and we structure and draft invoice discounting and factoring agreements, bills of exchange and agreements for forfaiting of credit instruments, including drafts drawn against letters of credit, bills of exchange, promissory notes and other negotiable instruments.

We advise purchasers and sellers of loan books, on the due diligence requirements in connection with the purchase of loan books, on the structuring of asset purchase agreements for loan books, on the warranties that ought to be imposed or sought, on the application of Central Bank authorisation requirements under the Retail Credit regime, the Consumer Credit Servicing regime, and under the Mortgage Credit Directive regulations. We advise Peer to Peer Lenders on the legislative and regulatory requirements that may apply to their activities.

We advise numerous lenders on the adequacy and legal status of their existing security arrangements. This involves reviewing all facility letters and security documents and ensuring all security which was to have been taken has been properly acquired and registered and is properly registered. If there are gaps in security we advise as to what steps need to be taken to rectify same.

In addition to the legal services we provide in respect of Financial Services, we provide:

  • Advice in relation to  the NAMA Act, the Retail Credit regime, the Consumer Credit Servicing regime and the Mortgage Credit Directive regulations requirements.
  • Asset Purchase particularly Loan Book asset purchase agreements, and related Disclosure Letters.
  • Corporate finance documentation and drafting.
  • Development finance documentation and drafting.
  • Drafting borrower specific facility & security documents.
  • Drafting & advising on guarantees, indemnities & bonds.
  • Drafting intercreditor & subordination agreements.
  • Forfaiting of credit instruments, including drafts drawn against letters of credit, bills of exchange, promissory notes and other freely negotiable instruments.
  • Insolvency & Restructuring, including advising Receivers, the appointment of Receivers and the publication requirements, the exercise by Receivers of their rights and their obligations at law particularly under the Companies Act 2014, the appointment of Examiners, the notice and publication requirements, the rights and duties of Examiners, the right to appoint a Liquidator, appointing a Liquidator, the rights and obligations of a Liquidator.
  • Invoice Discounting and Factoring – In an invoice discounting agreement, present and future book debts and other receivables are assigned by way of equitable assignment to the factor for a fee equal to a percentage of the gross invoice value and, in return, a cash advance of up to 80% of the gross invoice value is received by the company from the factor. Factoring involves a legal assignment of book debts, future anticipated debts and other monies owing to a company in return for cash.
  • Joint ventures of every type.
  • Leasing of equipment, machinery and movable property of every kind.
  • Loan Note whether convertible into equity or not, their structuring and drafting.
  • Preparing and reviewing Certificates on title, Opinions on Title and Reports on Title.
  • Property finance.
  • Project Finance.
  • Registering security in the Companies Registration Office, the Central Office, the Property Registration Authority, the Patents Office, the Intellectual Property Office and Companies House in England.
  • Reviewing & advising on security structures.
  • Syndicated lending in accordance with the Loan Market Association documentation.
  • Taking & enforcement of security.
  • Trade finance, including Letters of Credit, Bills of Exchange, Forfaiting, Invoice Discounting and Factoring.

Related Insights - News & Publications

The Validity of Security

27 February 2017 by Alban O'Callaghan, Trainee Solicitor

On the 9th of February 2017 the Court of Appeal gave Judgement on an issue concerning the non-registration by a Bank of a lien arising from an equitable deposit of title deeds, in accordance with Section 73 of the Registration of Deeds and Title Act 2006 (“the 2006 Act).

The Bank had failed to register its lien within the required 3 year period and it was argued by its customer appealing against an Order made in the High Court in favour of the Bank, granting a Well Charging Order and Order for Sale over the secured properties, that therefore, the security had lapsed and could not be enforced.

Payment Services Directive 2 (PSD 2) in Short

29 November 2016 by Paul Foley, Partner

Public consultation of the implementation of Payment Services Directive 2 is imminent. The new regulatory framework it provides will the Commission argue reduce costs, improve the security of payments and facilitate the emergence of new players and innovative new mobile and internet payment methods.

Published in Financier Worldwide – December 2016

The SME Regulations 2016

30 July 2016 by Paul Foley, Partner and Andrew Clarke, Solicitor

From July 1st 2016, regulated lenders (other than credit unions) must comply with additional requirements in respect of SME lending, enforcement and the taking of security.

Credit Guarantee (Amendment) Act 2016

5 May 2016 by Alban O'Callaghan, Trainee Solicitor

The Credit Guarantee (Amendment) Act 2016 was signed into law earlier this year with the intention of encouraging lending, with a greater assumption of the risks associated with such being borne by the State.

Evolving Regulation of Payment Services

5 March 2015 by Paul Foley, Partner

Payment Services are a vital component in enabling the free movement of goods, services capital and persons in the EU. In an article published in Financier Worldwide, we look at the Evolving Regulation of Payment Services.

Key Contacts
Gerard H. Walsh
Partner

IFSC, Dublin
Gerry has advised extensively on all aspects of Financial Services (including Insurance), Corporate and Private Client Litigation for over 30 years.

T: +353 (0)1 670 2990

F: +353 (0)1 670 2988

E: gwalsh@mckr.ie

Paul Foley
Partner

IFSC, Dublin
Paul practises both English and Irish law and specialises in cross border financial services law, online trade and internet law.

T: +353 (0) 1 670 2990

F: +353 (0) 1 670 2988

E: pfoley@mckr.ie

Andrew Clarke
Solicitor

IFSC, Dublin
Andrew also advises on corporate structures, mergers and acquisitions, particularly in the Charity sector, company law compliance and corporate governance.

T: +353 (0) 1 670 2990

F: +353 (0) 1 670 2988

E: aclarke@mckr.ie



Banking and Corporate Lending


We have for many years advised credit institutions on the drafting and structuring of facility letters, on the execution of facility letters, the drafting and structuring of mortgages, charges, assignments (as appropriate) over commercial property, shares, equipment, insurance policies, contracts, intellectual property rights and the proper execution and registration of such security in the appropriate registries such as the companies registration office, the property registration authority, the patents office, the central office and any other necessary registries. We also report to the clients on the security implemented and the enforcement of such security both within Ireland and on a cross border basis.

We also act for lenders in drafting heads of terms related to syndicated lending. We draft syndicated loan agreements in accordance with Loan Market Association requirements, and advise lenders and borrowers of their rights, obligations and risks in entering into such loan agreements. We advise on the regulatory requirements related to the requesting of and taking of guarantees including in particular the requirements of the 2016 SME Regulations.

We also act for lenders and borrowers in the context of trade and commodities finance, including we draft and advise on letters of credit facility letters both revolving and non-revolving, we draft and advise on all forms of guarantees and bonds and we structure and draft invoice discounting and factoring agreements, bills of exchange and agreements for forfaiting of credit instruments, including drafts drawn against letters of credit, bills of exchange, promissory notes and other negotiable instruments.

We advise purchasers and sellers of loan books, on the due diligence requirements in connection with the purchase of loan books, on the structuring of asset purchase agreements for loan books, on the warranties that ought to be imposed or sought, on the application of Central Bank authorisation requirements under the Retail Credit regime, the Consumer Credit Servicing regime, and under the Mortgage Credit Directive regulations. We advise Peer to Peer Lenders on the legislative and regulatory requirements that may apply to their activities.

We advise numerous lenders on the adequacy and legal status of their existing security arrangements. This involves reviewing all facility letters and security documents and ensuring all security which was to have been taken has been properly acquired and registered and is properly registered. If there are gaps in security we advise as to what steps need to be taken to rectify same.

In addition to the legal services we provide in respect of Financial Services, we provide:

  • Advice in relation to  the NAMA Act, the Retail Credit regime, the Consumer Credit Servicing regime and the Mortgage Credit Directive regulations requirements.
  • Asset Purchase particularly Loan Book asset purchase agreements, and related Disclosure Letters.
  • Corporate finance documentation and drafting.
  • Development finance documentation and drafting.
  • Drafting borrower specific facility & security documents.
  • Drafting & advising on guarantees, indemnities & bonds.
  • Drafting intercreditor & subordination agreements.
  • Forfaiting of credit instruments, including drafts drawn against letters of credit, bills of exchange, promissory notes and other freely negotiable instruments.
  • Insolvency & Restructuring, including advising Receivers, the appointment of Receivers and the publication requirements, the exercise by Receivers of their rights and their obligations at law particularly under the Companies Act 2014, the appointment of Examiners, the notice and publication requirements, the rights and duties of Examiners, the right to appoint a Liquidator, appointing a Liquidator, the rights and obligations of a Liquidator.
  • Invoice Discounting and Factoring – In an invoice discounting agreement, present and future book debts and other receivables are assigned by way of equitable assignment to the factor for a fee equal to a percentage of the gross invoice value and, in return, a cash advance of up to 80% of the gross invoice value is received by the company from the factor. Factoring involves a legal assignment of book debts, future anticipated debts and other monies owing to a company in return for cash.
  • Joint ventures of every type.
  • Leasing of equipment, machinery and movable property of every kind.
  • Loan Note whether convertible into equity or not, their structuring and drafting.
  • Preparing and reviewing Certificates on title, Opinions on Title and Reports on Title.
  • Property finance.
  • Project Finance.
  • Registering security in the Companies Registration Office, the Central Office, the Property Registration Authority, the Patents Office, the Intellectual Property Office and Companies House in England.
  • Reviewing & advising on security structures.
  • Syndicated lending in accordance with the Loan Market Association documentation.
  • Taking & enforcement of security.
  • Trade finance, including Letters of Credit, Bills of Exchange, Forfaiting, Invoice Discounting and Factoring.

Related Insights -
News & Publications

The Validity of Security

27 February 2017 by Alban O'Callaghan, Trainee Solicitor


On the 9th of February 2017 the Court of Appeal gave Judgement on an issue concerning the non-registration by a Bank of a lien arising from an equitable deposit of title deeds, in accordance with Section 73 of the Registration of Deeds and Title Act 2006 (“the 2006 Act).

The Bank had failed to register its lien within the required 3 year period and it was argued by its customer appealing against an Order made in the High Court in favour of the Bank, granting a Well Charging Order and Order for Sale over the secured properties, that therefore, the security had lapsed and could not be enforced.

Payment Services Directive 2 (PSD 2) in Short

29 November 2016 by Paul Foley, Partner


Public consultation of the implementation of Payment Services Directive 2 is imminent. The new regulatory framework it provides will the Commission argue reduce costs, improve the security of payments and facilitate the emergence of new players and innovative new mobile and internet payment methods.

Published in Financier Worldwide – December 2016

The SME Regulations 2016

30 July 2016 by Paul Foley, Partner and Andrew Clarke, Solicitor


From July 1st 2016, regulated lenders (other than credit unions) must comply with additional requirements in respect of SME lending, enforcement and the taking of security.

Credit Guarantee (Amendment) Act 2016

5 May 2016 by Alban O'Callaghan, Trainee Solicitor


The Credit Guarantee (Amendment) Act 2016 was signed into law earlier this year with the intention of encouraging lending, with a greater assumption of the risks associated with such being borne by the State.

Evolving Regulation of Payment Services

5 March 2015 by Paul Foley, Partner


Payment Services are a vital component in enabling the free movement of goods, services capital and persons in the EU. In an article published in Financier Worldwide, we look at the Evolving Regulation of Payment Services.

Key Contacts
Gerard H. Walsh

Partner

IFSC, Dublin
Gerry has advised extensively on all aspects of Financial Services (including Insurance), Corporate and Private Client Litigation for over 30 years.

Tel: +353 (0)1 670 2990

Fax: +353 (0)1 670 2988

Email: gwalsh@mckr.ie

Paul Foley

Partner

IFSC, Dublin
Paul practises both English and Irish law and specialises in cross border financial services law, online trade and internet law.

Tel: +353 (0) 1 670 2990

Fax: +353 (0) 1 670 2988

Email: pfoley@mckr.ie

Andrew Clarke

Solicitor

IFSC, Dublin
Andrew also advises on corporate structures, mergers and acquisitions, particularly in the Charity sector, company law compliance and corporate governance.

Tel: +353 (0) 1 670 2990

Fax: +353 (0) 1 670 2988

Email: aclarke@mckr.ie